


Fated to be Mated

by 15Acesplz



Category: The Producers (2005)
Genre: Blow Jobs, Canon Continuation, Communication Failure, Denial, Friends to Lovers, Hand Jobs, Internalized Homophobia, Multi, Mutual Masturbation, Non-Graphic Violence, Open Relationships, Prison Sex, Show Business Shenanigans, Suggestive Bed Frames, The Blanket
Language: English
Status: In-Progress
Published: 2017-03-27
Updated: 2017-05-16
Packaged: 2018-10-11 15:10:32
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 7
Words: 11,306
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/10467900
Author URL: https://archiveofourown.org/users/15Acesplz/pseuds/15Acesplz
Summary: It’s doubtful whether Leo and Max would have ever taken the plunge if not for their shared sentence in Sing Sing.





	1. Chapter 1

**Author's Note:**

> *closes eyes* *takes deep breath* Dear Universe, please let this be a fanfiction that I finish. I really want to, I swear. I need a little celestial help or I’ll never finish. Thank you.

Max had been touched when Leo came back for him, really. He’d been grateful that Leo had been willing to make the sacrifice for their friendship. He’d been relieved that he wouldn’t have to face prison alone. However, he was starting to wonder if maybe he could have stood to face it alone, for Leo’s sake if anything.

“My blue blanket! Give it back! Give it back now!”

Max looked at the ceiling helplessly. They’d been out of the courtroom for all of fifteen minutes, and already Leo was in the throes of a nervous breakdown. The policeman who’d been emptying their pockets was baffled, and then somewhat alarmed when Leo lunged at him. “Hey, hey! Hold him back!” he shouted to one of the other officers.

Leo struggled against his hold, though he wasn’t strong enough to make much of a difference. “You took my blanket! Give it back!”

The policeman held up the blue scrap of cloth disbelievingly. “This thing’s a blanket?”

“Stop touching it! Give it back, please!” Leo screamed desperately.

Max cringed. “Hey, Officer, come on,” he piped in. “We’re fraudulent, not violent. That thing isn’t even long enough to choke someone with. Give the guy his baby blanket, okay?”

“He’s a grown man!” the officer said incredulously.

“Doesn’t make him a strong man,” Max countered. “Look at him, he’s panicking.”

Leo seemed to realize he’d tried to attack an officer of the law and made an attempt to sound calm. He sounded more shell-shocked than anything, though; his voice mechanical, hollow, and still somewhat shaky. “I’m sorry, Officer, I just don’t like people touching my blue blanket.”

“Oh, for the love of…” The policeman threw his hands up, exasperated. “Fine, take the ratty thing.” He tossed the blanket back to Leo, who immediately raised it to his cheek, breathing heavily.

“Wish you’d stayed in Rio yet?” Max muttered as they were led into the holding cell he had been occupying before the trial.

Leo just made a strangled noise of distress, his grip on the blanket tightening.

Hours later, when night had fallen and the jail was quiet, Max decided to bring up something that had been bothering him since opening night and the disaster that followed. “Leo?”

“Yeah, Max?” His voice was exhausted. Their cell contained a dingy toilet and a rough wooden bench. Max supposed they had been shoved into the same one to save space, but it made it damn near to possible to sleep. The best they could do was to sit up and share the bench.

“Do you really think I’m fat?”

Leo shifted uncomfortably next to him. “Um… I don’t think it’s a bad thing!”

Max saw through his encouraging tone. “So that’s a _yes_?”

“Well, come on, Max; you’re not exactly thin.”

Max harrumphed, crossing his arms defensively. He could hear how it pained Leo to make the admission, but he was honest to a fault.

“I didn’t mean to be hurtful,” he said anxiously. “You have to understand, Max, I was scared! I was upset! I was nervous! I’m nervous now!”

His pitch climbed a little with every statement, and the blue blanket had made a reappearance, twisted tightly in his hands. “Believe me, I can tell,” Max said dryly.

“I’m sorry, really, Max. I guess you aren’t _that_ fat –” Leo had turned to face him with woeful puppy-dog eyes that made him feel like an ass.

Max sighed. “Don’t worry, just calm down. I’m not offended, all right?”

Leo looked relieved. “Oh, good. I don’t like lying, even to protect someone’s feelings.”

The statement was so frank that Max was offended again.  He held up an accusing finger. “So you _do_ think I’m fat!”

Leo groaned in despair, putting his face in his hands.

\- - - - -

“Put that thing away, will you?” Max hissed to Leo. They had reached Sing Sing, moved through security, and donned prison uniforms. Now the two of them and four other lawbreakers were moments away from entering the main building, and Leo had pulled out that godforsaken blanket.

“I can’t help it!” Leo whispered frantically, hands and blanket creeping up to his face. “I’m terrified! Max, I’m about to go to prison!”

Max tried not to be exasperated. Leo had changed quite a bit since Max had first met him, but going to prison _was_ kind of a big deal, and a lifetime of hypersensitivity to stressors didn’t fade away overnight. “Hey, relax, buddy.”

“How can I relax?” The blanket wasn’t helping much, and Leo was working himself into a frenzy, his fingers twitchy and the color draining out of his face.         

Max searched for the right thing to say. “You remember what I said to you the first day we met?”

“You called me a miserable, cowardly, wretched little caterpillar.”

He winced. Of all the things, that was what Leo remembered? Good grief. “No, not that. I said, ‘We can do it’. And look! We did it!” He smiled brightly, hoping it would make Leo smile to.

No such luck. “We got caught doing it,” Leo pointed out.

“At least we had the guts to try. My point is that if we can dare to pull off a two million dollar fraud then we can do anything. Don’t forget who you are.” He stabbed a finger in the air emphatically.

“I’m a public accountant, a Nobody.” Leo’s answer was immediate, with a wooden, tired quality.

“ _What_?”         

Leo blinked. “Oh, sorry, Max. It’s just that you reminded me of Mr. Marks just now, and –”

Max couldn’t believe it. Leo had to snap out of this or he was going to be eaten alive in Sing Sing. “You’re not a damned public accountant, you’re a Broadway producer!” he burst out.

“Right, right.” Leo nodded, though not with much conviction.

Max put his hands on Leo’s shoulders. “You’re Leo Bloom: numbers whiz, producer, and Max Bialystock’s partner. And we can do it.”

Leo gifted him the faintest of smiles, nodded, and snuck the blanket back into his pocket. He opened his mouth to say something, but they were interrupted by a guard. “Cuddle session’s over, love birds. Get in line.”

“‘Cuddle session’?” Max repeated to himself, bemused. “I just touched his arm.”

\- - - - -

“Leo!” Max took the cafeteria seat across from Leo, slamming his tray down. The motion knocked his glass of apple juice over and straight into his beans, making them virtually inedible, but he was too excited to care. “Leo, you’re not gonna believe this. Are you sitting down?”

Leo looked up from his own lunch, quizzical. “Max, this is a face-to-face conversation.”

Max ignored his logic and said the magic words. “Franz wrote us another show.”

Just as expected, Leo dropped his plastic fork, his eyes widening, and his full attention on Max’s news. “Really?”

“Yes, really!” Even though Franz was in the same prison as them, they hadn’t seen much of him in the two months they’d been there – presumably because he’d been feverishly working on the new play. “It’s called ‘Prisoners of Love’.” Max leaned in conspiratorially, his voice dropping to a gleeful whisper. “And it’s a hackneyed piece of garbage.”

Leo furrowed his eyebrows, trying to make sense of Max’s delight. “And that’s… good?”

“It’s good if we make it seem like it was on purpose. And we’re accidental experts at that.”

He nodded, comprehension dawning on his face. “You’re right! But Max, how are we going to produce a show? We’re in a prison.”

“A prison full of fellas with too much time on their hands. It’s all doable if you just think about it.” Max ticked off the details with his fingers. “Step one: find the play.” He pulled the manuscript Franz had lent him, throwing it onto the table between them. “Got it. Step two: find the director. You and I will have to do, because anyone else might take it seriously and it would turn out awful. Step three: raise the money. That can be postponed until it takes off, because initially we’ll have to have free admission.”

“We could have open rehearsals to pique interest,” Leo mused. “Maybe then people would start investing before we actually open the show.”

Max grinned. He knew show business like the back of his hand, but Leo and his inexperience bred all the great out-of-the-box thinking. “Brilliant! Step four: find the actors.” He pushed the script across the table. “Take this, get acquainted with it, and tell everyone who walks into the library about it. No, don’t tell. Brag. Make it seem huge. We need to get people talking about this. We need guys we’ve never even spoken to asking us about it. That’s when we’ll start auditions.”

Leo picked up the thick stack of paper, glancing between it and Max. “You think it’ll really work?”

“Leo, my friend…” Before ‘Springtime’, and even during ‘Springtime’, Max had been getting increasingly desperate, and putting on shows wasn’t fun anymore. Now, with nothing to lose and everything to gain, he was starting to feel like his old self again. He smiled. “I think we’re on our way to the top.”


	2. Chapter 2

**Summary for the Chapter:**

> Max and Leo share a cell. Leo can’t decide whether that’s a curse or a blessing.

Just Leo’s luck: the first man to walk into the library was the largest and most terrifying man Leo had ever seen. He was over six feet tall, covered in tattoos, and built like a brick house. Leo wasn’t very good at starting – or, come to think of it, maintaining – conversations in the best of situations, and in a situation like this he would be lucky if he could muster a small mouse-like squeak. Desperate, he coughed loudly, hoping that the man would look up from the book he was rifling through and start the conversation so Leo wouldn’t have to. His attempt – which failed – reminded him of that day sitting in Max’s office, doing his books. Then he remembered how he’d inadvertently gotten Max’s attention. He took a deep breath, looked down at the open manuscript on his desk, and started to speak aloud to himself. “Amazing. This is amazing. I don’t think I’ve ever read anything like it.” (That wasn’t strictly true; Leo had read a hundred other things like it. Max hadn’t been kidding when he’d said ‘hackneyed piece of garbage’.) “What a play.” He let his eyes flick up briefly and was please to find the library patron listening in surreptitiously. “Why, a man could get famous being in a show like this. A man could get rich!”

The guy finally approached him. “What’s that you’re reading, book guy?”

Leo did a mental victory dance, and said casually, “Oh, nothing much. Just an incredible play written by our very own fellow inmate Franz Liebkind.” The man looked intrigued, so he continued. “Have you ever met Max Bialystock?” The guy shook his head. “No? Well, we’re Broadway producers, and we’re thinking of putting this little show on.”

“What for? This ain’t Broadway.”

“Very true, but we’re not looking to make money at this point. We just want to practice with this, so we can be sure that it’ll be a hit once we get out. Think of it as a workshop.”

“And you think it’ll get famous?”

Leo nodded. “Most definitely. And enormous credit would go to the original cast. Just think of it: fame, fans, fortune, everything you could ever dream of.” He recalled a memorable saying of Max’s. “Money is honey. The guys we pick to act in this will be sitting pretty, that’s for sure.”

“When are you going to pick them?” the man asked, a glint in his eye.

“We’re not sure, but we’ll let you know when we we’ve decided.”

“Thanks, book guy.”

Leo smiled and held out his hand to shake. “Call me Leo. Leo Bloom.”

\- - - - -

“At first I was nervous about talking to people, but then I realized I could just say the same things over and over and it would be fine!” Leo said proudly. Even in the past few hours between lunch and the evening, people had started to murmur about ‘Prisoners of Love’. “You just have to know what people want to hear.”

Max smiled, getting into bed. “You’re learning. You know, that’s exactly how I got you to work with me.”

“Oh, yes, I know. I may have stolen some of your lines.”

He barked out a laugh, and then grew thoughtful. “I thought this would take a while to get going, but hell, at this rate we might be able to audition before the week is out.”

Leo got into his own bed. “I can hardly wait.” He hadn’t enjoyed producing ‘Springtime for Hitler’ at all, because he’d been so uneasy about breaking the law. This, however, already felt glamourous and exciting – everything he’d hoped producing a show might be.

“Wait we must, but not for long. Good night, Leo.” 

“Good night, Max.” Leo lay on his back, his mind racing with happy thoughts. That was rare for him – usually when he had trouble turning his brain off and sleeping it was because of thoughts that gave him psychosomatic stomach aches. He couldn’t say the variation bothered him. Never in his life had he felt so distinguished, or so confident. Max had changed everything, hadn’t he? And not only was he quickly becoming a necessary part of Leo’s life, but he made Leo feel necessary, too. He made him feel smart, helpful, and special. Honestly, Leo would be willing to trade fame and glory as a Broadway producer if only he could keep simple joy and minor importance as Max’s friend.

What was that sound?

It was coming from Max’s side of the cell, and it was halfway familiar. Yes, when Leo strained his ears and really thought about it, it seemed very like the squeal of protest made by their rickety metal bed frames whenever they so much as breathed on them. But it was different from just the result of someone turning over, or shifting to get more comfortable. It had a rhythmic quality, a certain back-and-forth, and it wasn’t stopping.

Leo’s eyes widened. He couldn’t be… or could he? No, Leo was letting his imagination run away from him. It probably wasn’t even the bed –

But then how to explain the soft groan he had just heard?

Oh, Lord above. Leo cringed and closed his eyes, but that only sharpened his hearing. This was just like that encounter with one of Max’s backers, only several times worse. He didn’t dare move, even to cover his ears. Then Max would know he was awake, would know that he could hear him, and it was be an awkward situation for everyone involved.

So he had to just lie there, motionless on his back, listening. To his horror, the noises were affecting him in the most embarrassing possible way. Somewhat foolishly, he made a quick prayer to anyone who was listening to render him unconscious immediately.

From Max’s bed there came a slightly strangled swear, followed by a sigh, and Leo’s brief experience of hell on earth was over.

Except, of course, for the little problem that he couldn’t ignore. He tried to keep his breaths even, counted to three hundred, and found that it still hadn’t gone away. But maybe Max was asleep now, and he could…

Cautiously, he pushed down the waistband of his pants and gave in to the desire pulsing through him. He tried to keep quiet, just in case, but nothing could be done about the bed frame, and small gasps kept escaping from his lips.

Suddenly, from Max’s corner, he heard sharp sigh and some rather pointed shuffling, and stopped dead in his movements. _Stupid, stupid!_ his brain screamed. He’d made the exact same mistake as Max, only Max had had the guts to acknowledge it. Max knew what he was doing, Max could hear him. And why did knowing that augment his arousal?

He had reached a point at which he didn’t really care, and followed his instinct to continue, in spite of – or possible because of – Max listening in. As he finished with a shudder, he realized that neither of them was going to mention this in the morning.

\- - - - -

“Max, I don’t know if I can take much more of this,” Leo whispered, grimacing as yet another auditioning inmate crooned his way through ‘Personality’ by Lloyd Price. “They’re all singing the same song!”

“That’s because it’s at the top of the charts, and they’re idiots,” Max said out of the corner of his mouth, nodding with a plastered-on smile as the man finished the song. “The ones who sing something else, those are the ones who know a thing or two about music. Those are the ones we cast. Fair singers; lousy actors. That’s our casting formula.”

“If you say so,” Leo sighed. “But if I hear that tune one more time I think I’m going to lose it.”

“Stay strong. It’ll be over soon. Next!” Max called.

“Over and over I tried to prove my love to you…”

Leo moaned, knocking his head gently against the table.

\- - - - -

“Welcome, gentlemen, to our very first table read.” Max said. They had finally found ten guys capable of carrying a tune, and so rehearsals had officially started. “I’d like to thank Leo Bloom, co-producer and co-director, for taking the time to make copies of the script in his fantastically neat handwriting.”

Leo smiled graciously, even though his hand still twinged every time he held something.

“Now, let’s get started. When we come to music Franz will play the tune,” (Franz waved

from his spot at the piano), “and Leo and I will sing, just so you have a chance to get it in your heads. Keep it there, practice it, and we’ll help you later if you need it. Al, you’ve got the first line.”

Al started, in a flat, overly loud tone that the others picked up on. They plodded through half of act one before Leo couldn’t stand it any longer. He leaned closer to Max and muttered, “You think we should tell them to add more emotion?”

“Absolutely not.”

“But they’re dry as wood!” he whispered urgently.

“Leo, we want this to be bad, remember?”

Leo didn’t know if that was going to work. Surely there was a point at which it would become too bad. He thought of a solution. “What if we encourage them to add more emotion to the point that it can’t be taken seriously?”

Max nodded slowly. “You might be on to something.” Then, at full volume, “Hey, stop for a minute, guys.” They quieted and looked at Max, who glanced at his script. “Try doing the lines more like this: Romeo! Ohhh, Romeo!” he wailed, throwing his head back like a slain tragic hero. “Wherefore am I not Romeo? I’m trapped behind the bars of my own awful poetry, and oh god!” He flung an arm over his eyes, his every word painstakingly drawn out. “She will never appreciate my love for her! Oh, woe!” he fake-sobbed.

Personally, Leo was trying so hard not to dissolve into laughter that he thought he might cry. Max was fantastic – in a dreadful way, of course. The actors didn’t seem as entertained. “Ain’t that a little silly?” Joey challenged. The others nodded in agreement.

Max dropped the act. “First of all, this is a comedy. Second of all, plays are called _drama_ ,” he displayed some sarcastic jazz hands, “for a reason. And thirdly, are you the director? Hm?”

Leo cut in with a gentler approach. “Just give it a try. You might find it’s very fun!”

In the end, they did enjoy it – overacting and showing off and poking fun at each other – and everyone left the room satisfied with the direction they were heading in.

“That was a great first try, fellas.” Leo said as they stood up. “Work on memorizing those lines.”

“And work on that drama!” Max called after them. Then he turned to Leo with a beam. “Oh, Leo, this is going to be just rotten. And the public is going to eat it up.”

**Notes for the Chapter:**

> I’m cutting out the part where they take on more investors for ‘Prisoners of Love’ than they can handle, because it makes literally no sense. They would actually have ended up going to prison again for that so???? why would they???? be happy when it went to Broadway???? It makes no sense and in my opinion it never happened


	3. Chapter 3

**Summary for the Chapter:**

> Max is not gay. He also doesn’t have feelings for Leo, beyond friendship. And this doesn’t count as sex. And actually, ‘denial’ IS just a river in Egypt, and no one asked for your opinion anyway!

Leo was doing it again. Ever since that first awkward occasion, he’d been doing it. Without fail, moments after Max started, he would hear Leo’s bed begin to squeak in the same rhythm as his own. Every time it happened he felt a little exasperated and a lot embarrassed, but if he really disliked it he could have just stopped jerking off when he knew Leo was awake. He didn’t stop.

That didn’t mean he was going to think about it, though – or, at least, he tried very hard not to. He was trapped in a constant flip-flop. There were times when thoughts of Leo led to the most astounding orgasms Max could remember, and then there were times when those thoughts just led to imagining ridiculous things that made his stomach squirm: him, acting like Roger and his friends acted (which would never happen in a million years), Leo wanting to talk in broad daylight about what was going on between them (which was probably going to happen eventually), and worst of all, Leo – his disheveled, gawky best friend Leo – clinging to that stupid dingy blanket of his.

Obviously, this wasn’t shaping up to be one of those more astounding experiences. Max groaned, annoyed, and let his head fall to the side, trying to shake off the image.

It was only a coincidence that he happened to look straight into Leo’s eyes.

As soon as it happened he snapped his head the other way, with a muttered, “Oi”. He was against eye contact during sexual activities as a rule (it was nauseatingly romantic), and he was especially against it since this was Leo, and this was the first time they’d gotten close to acknowledging what was going on, and that made it feel frighteningly real.

Then again, there had been an undeniable spike in his system in that brief moment. If it helped things along, what harm could it be? The sooner this was over the better, right?

He turned his head again, and was only somewhat surprised to find Leo’s eyes still on him. They were bright in the weak light coming through the window, and they were as big and blue as ever. Leo’s eyes were a point of some frustration for Max – they were the reason he’d felt bad for scaring him so many times when they first met, the reason he smiled more often around Leo than anyone else, the place he always looked when he wanted to know what Leo was thinking, and the single thing that inspired more schmaltzy thoughts than Max Bialystock had ever had in his life. Because of those eyes, Leo was getting closer to him than anyone else could, and Max was letting it happen. He absolutely hated it.

Still, he realized after the deed was done, he didn’t hate Leo for it.

\- - - - -

“Today we’re going to teach you how to fight.”

The word ‘fight’ had the effect on their actors that the word ‘walk’ had on a dog. As soon as the phrase had left Leo’s mouth, they all started talking at once, very keen on the idea.

Leo looked alarmed, so Max stepped in. “Keep your shirts on – _and for the love of all that is holy put that screwdriver away right now, Pete_ – it’s fake fighting. All pretend.”

There was a collective groan of disappointment. Leo and Max took the stage.

“Now, I’m going to punch Max.” They’d talked the demonstration over and practiced it the night before, and it was decided that Leo would be administering the blow because he was a little taller (and that always caught Max off guard – Leo wasn’t short, but he tended to carry himself as though he was). Leo swung at Max, Max expertly turned and created the deceptive sound of contact, and the guys gasped.

“Look, I’m fine!” Max displayed all angles of his face, and they oohed and ahhed. “Now we’ll teach you how to do it.”

The instructional part of things went smoothly. It was when John and Charlie – the only two who would have to stage fight – tried it out that the trouble started.

“No, don’t punch him for real!” Max jumped back on the stage, where Charlie was holding his jaw and looking incensed. “Where was your control?” he scolded John.

“You told me to have speed.”

“Have speed?” Max repeated, incredulous. “ _Have speed?_ I said half speed, you moron!” he shouted. “Half as slow!” Suddenly, Max was pushed out of the way. “Charlie, what are you doing? No, don’t punch him back! He didn’t mean to, he’s just an idiot –” John punched Charlie again, and not on accident. “Oh, for god’s sake!”

The fight spread to the other eight actors, and Max got off the stage before he was dragged into it. None of his yelling made any difference, Franz was cheering them on, the lunatic, and Leo was white in the face.

“Oh, no. Max, what do we do?” he said in a panicked voice.

Max thought about it. They obviously weren’t going to stop for a while, and once they did trying to continue rehearsal would be pointless. “Walk out of the room, slowly.” He could lambast them the next day.

They were halfway to the door when a group of guards showed up. “What’s going on here? Break it up! Break it up!”

Max tried to subtly hurry Leo along, but they still hadn’t made it out by the time the fighting men had been pulled apart, the guards had started to chew them out, and John had announced, “Bialystock and Bloom told us to do it!”

Leo and Max froze, mere feet from the door. “Is it just me,” Max said under his breath as the guards rounded on them, “or does this feel a lot like high school?”

\- - - - -

“Oh my god,” Leo said.

‘Oh my god’ just about summed it up. The recreation room was a madhouse: instead of the usual ten actors plus Franz, dozens of people were there, talking and hollering and taking up every available chair and beyond that floor space. Most of them were in prisoner’s uniforms, but there were even some guards – particularly the three who’d broken up the fight at the last rehearsal. Leo and Max had managed to worm their way out of trouble by explaining what they were doing, and the guards had seemed intrigued, but Max hadn’t expected this at all. They’d had open rehearsals as Leo had suggested since the beginning, but all the guys who hadn’t made the cut had been too bitter to come and watch.

“Leo…” Max said, stunned, “did we get more publicity from that fight?”

Leo’s voice was full of the same disbelief. “I think so.” Then, more shrewdly, “But don’t let the actors hear you say it. They’d do it again if they thought we didn’t mind.”

“Well, I do mind.” The volume in the room had increased, and Max had to raise his voice for Leo to hear him. “This is ridiculous! _Hey!_ ” he bellowed at the top of his lungs. “Everyone shut the hell up!” The room fell silent. “This is a theater, not a zoo!” Max lectured them. “Open rehearsals, closed mouths. Got it?” No one answered. “Good.” He and Leo managed to pick through the crowd and reach the stage. “Okay guys, we’re starting with the title song. Gather round the piano.”

To the actors’ amazement and delight, their new audience cheered uproariously for their sorry first attempt at the song. Max shot them a threatening look and they quieted down. While everyone was watching the cast sing again, he caught Leo’s eye and grinned. Leo was right about keeping the guys from starting another fight. But maybe Max wouldn’t quite lambast them.

\- - - - -

It was a night like any other. Max wished Leo good night, Leo returned the favor as though they didn’t both know what was about to happen, Max waited a few minutes (but not too long), started jerking off, and Leo joined him on his bed.

Well. That last bit was new.

Leo was knelt in the space between Max’s legs, watching him intently. Max stopped moving his hand, propped himself up with his elbow, and slowly drew his knees up to make more room for Leo. He didn’t dare say anything; he didn’t know what he would have said if he’d tried. He waited to see what Leo would do.

It came as a slight shock when Leo put his hand on Max’s knee. His fingers were cold, and he still had his eyes trained steadily on Max’s. They contained a silent question. Damn those eyes. If not for them, Max might not have responded by putting his hand on top of Leo’s and guiding it down his leg, and lower. Leo touched him, and Max relaxed, sighing. There was no point in keeping his guard up. Before, it had been easy to just not mention what they were doing every night. Now, they had looked each other in the eye. Now, they had touched.

Now, it was going to be a lot harder to pretend.

**Notes for the Chapter:**

> Wow, writing this chapter was excruciating, because it turns out that Max’s feelings are a lot more convoluted than Leo’s feelings. It’s okay, I got through it and now I understand what he’s thinking and honestly I’m pretty happy with the result. In other news, I have been busting my ass trying to figure how old Leo and Max are and after consulting the actor’s ages in both the original and the adaptation, the ages implied in the dialogue, and the ages requested in audition packets I could find online, I came up with the averaged estimates of 37 for Leo and 47 for Max. How old do you imagine them to be? I might actually write to Mel Brooks and ask him for the truth.


	4. Chapter 4

**Summary for the Chapter:**

> Leo wants answers. Max is a fatal combination of embarrassed and stubborn.

Leo couldn’t stand it anymore. His mind was teeming with questions, and he couldn’t leave them unanswered any longer. Why was Max initiating their nighttime activities if he was just going to pretend nothing had ever happened once the sun rose? Why had Max let him do what he had done the night before, only to turn towards the wall and ignore him when it was over (and leave him to take care of himself, too)? He needed answers, and if Max wasn’t going to bring it up it would have to be him. Leo wasn’t exactly the boldest person, but in all truth he was bolder around Max than anyone else. He snuck a look at Max, who was seated next to him and reading over the choreography ideas Franz had given to them with his brow furrowed and his lunch getting cold.

“Max?”

Max looked up from the long list in Franz’s spidery scrawl. “Yeah, Leo?”

Leo took a deep breath, preparing himself, and finally let it out. “What’s going on with us?”

Max suddenly looked as if he’d been hit by a truck. Leo searched his eyes and was surprised to find a glimmer of panic there. Max dropped his gaze to the papers, and a moment later his expression had changed completely to something much more businesslike and much more characteristic of Max. “What’s going on with us is that we’ve got ten actors with two left feet each and not enough time to teach them the choreography.”

Leo’s heart sunk. He should have expected as much. “Scrap the choreography,” he said tonelessly. “Franz will have to get over it. Play the music; have them dance however they want to. Watch them and pick the most complicated moves all of them can handle.”

Max broke into a smile and swung his arm around Leo’s shoulder. Leo did his best not to cringe. He and Max had always been physically close, and under most circumstances he loved the affection. These were not most circumstances, though, and Leo couldn’t help but feel teased. “Leo,” Max said, oblivious to – or at the very least disregarding – his gloom, “have I told you recently that you’re a genius?”

Max said such things all the time, and usually it made Leo glow with pride. He couldn’t muster up that kind of enthusiasm at the moment. He sighed. “Yes, Max.”

\- - - - -

“Take it away, Franz!” Max shouted.

Franz played the piano intro, and the actors started to sing – and dance, in their own stylings. “Prisoners of love, blue skies above….”

Leo had his glasses perched on the end of his nose, ready to take notes, and Max sat next to him making his usual irreverent asides.

“Let’s see… Vince is swaying…”

“Completely out of time, too.”

“Look, that’s interesting. Rich and Paddy are – Oh. They’re just poking each other in the ribs.”

“Hey, guys, cut it out,” Max called. “Dance for real, yeah?”

“Andy and Ronnie are do-si-do-ing…”

“That’s good, that’s easy. Write it down.”

“Oh, Al and Joey are doing some kind of lift –” There was a heavy thud, and Leo and Max shared a grimace. “…and Al just dropped him.”

“Walk it off, Joey,” Max said.

“Charlie’s doing kicks…”

“Write that down.”

“John is doing turns and jazz hands…”

“Not bad. That one, too.”

“And I think Pete is just goofing off.”

All of a sudden, Max gripped Leo’s arm hard enough to make him wince. “No, look!” he said urgently. “Leo… That’s ballet.”

Leo’s eyes widened, and he glanced back at the stage. “Are you sure?”

“ _Am I sure?_ ” Max repeated. He threw his hand out. “Look at him! I’ve never seen a guy that big on his toes that long. That’s ballet, or my name isn’t Max Bialystock.”

“Do you want me to write it down?”

“No, don’t even bother.” Max stood up and started towards the stage. Leo hurried after him. “Franz! Stop the music! Pete, do that again.”

“This?” Pete went back on his toes.

“Yeah, that!” Max was nodding and grinning wildly. “Okay. Okay. Now take your shoes off and do it again.”

Pete did it, and Leo gaped at him. Even he, a relative novice in theatre, could see it. “Oh my – Max, you’re right!”

“Try this, Pete.” Max checked to make sure Pete was watching and did a watered-down imitation of a grand jeté. “Try that, but better.” Pete did it – not with practiced dexterity, but close – and Max let out a delighted laugh. “Perfect! Okay, here’s what’s gonna happen. Andy, learn Pete’s lines. Pete, you’re our new leading lady.”

\- - - - -

Five nights. Five nights since Leo’s sorry attempt at communication, and nothing – not that Leo had been counting. But now, the familiar shrill creaking filled his ears again.

Leo lay still, weighing his options. He could stay in his own bed and do nothing. He could stay in his own bed and do a little bit of something. Or, he could take a risk.

He chose the risk and stood up, stepping across the limited floor space to Max’s bed. Max stilled, obviously aware of him hovering there.

“Max?” Leo whispered hesitantly. “Can I –” He had been about to say, ‘join you’, but Max interrupted him with a heavy sigh.

“Leo,” he said, catching hold of Leo’s wrist and pulling him down onto the bed, “do me a favor and shut up.”

\- - - - -

It was a scene very similar to that fateful one several weeks ago – only this time it was Leo who came bearing the exciting news.

“You’ll never guess what happened today,” he said, sitting down across from Max.

Max spared him a glance and returned his attention to his lunch. “What?”

“Three different guys walked into the library and requested that we practice the show in order for once.”

Max almost choked. “Holy –”

Leo nodded. “I know. This means we can start selling, right?”

Strangely enough, Max seemed dismayed. “Oh, this is the worst timing!” he complained. In answer to Leo’s questioning look, he said, “I just found out that selling tickets to a show for profit is very much against the rules.”

Leo’s previous enthusiasm deflated like a balloon. “You’re kidding!”

“You should know by now that I never kid about selling.” He rubbed his forehead, looking pained. “I thought, ‘we can deal with it later’, but it looks like later is now.”

“What are we going to do?” Leo moaned, threading his fingers in his hair.

“Well…” Leo had the familiar sensation that he could see Max’s strategic thoughts whirring. “How do you feel about starting a gang?”

\- - - - -

“Okay, boys, run the transition for scenes three and four again,” Max called to the stage. The actors got into their places.

On the other side of the room, Leo was selling tickets in the workaround way Max had concocted. “Thank you, Mr. Baxter. You are now on our list for two passes into rehearsal.” Technically, they were never going to open the show; at some point rehearsals would simply go from open to closed. Only their ‘friends’ would be allowed in. To be put on the list of their friends, one had to make a donation of at least a hundred fifty dollars. That price was Leo’s doing – he’d had the idea to just announce the situation, sit back, and see how much people were willing to pay.

“That’s the wrong bench, Rich – look at the rickety leg **.** You’d’ve killed Al. Reset!” Max’s authoritative voice rang out.

“Thank you, Mr. Read. You are now on our list for one pass into rehearsal.” Leo carefully copied down the name, in the section for ‘standard friends’. ‘Distinctive friends’ were allowed in twice, and ‘esteemed friends’ three times. They’d decided not to let anyone book more than three seats at a time.

“Close, but someone left the batons. Whose responsibility are those?”

“Thank you, Mr. Haney.  You are now on our list for three passes into rehearsal.”

“Don’t you give me that cheeky look, Joey! We’re practicing this until you fellas get it right. Reset!” Max ambled over to Leo’s table while the actors grumbled but did as they were told. “Hey. How many seats have we sold?”

“Two hundred.”

Max whistled. “How much does that give us each?”

“If we have four shows each month with a hundred seats per show, that’s…” Leo checked his scratch paper full of figures, “eighteen thousand dollars. And based on the number of inmates here, that’s up to four months’ worth of shows, assuming no one wants to see it again.”

“And four months would be…” Max prompted.

“Seventy-two thousand dollars.”

“Each?”

“Each,” Leo confirmed.

“Leo, Leo,” Max said, shaking his head and looking like he might cry out of happiness, “What did I ever do without a money mastermind on my side?”

Leo couldn’t help but smile. “You went broke.”

“Never again,” Max swore. He clapped Leo’s shoulder, proclaiming, “Bialystock is sticking with Bloom, and together we’re going to make it big.”

**Notes for the Chapter:**

> Fun fact: it actually is against the rules to sell tickets in Sing Sing. I stumbled upon that little detail and immediately thought, “Perfect! An excuse for more shenanigans!” Well, that’s really it. Small spoiler: next chapter is the last one in prison!


	5. Chapter 5

**Summary for the Chapter:**

> Once Max and Leo get out of prison, everything’s going to go back to normal. …Right?

“Are you going to finish sometime this year?” Max griped. He didn’t usually have much to say when Leo was in his bed, but sometimes a little complaining was warranted; his wrist was starting to seize up.

Leo let out a frustrated sigh. “Sorry. I’m just distracted. Opening night’s in a week –”

“Leo,” Max said.

He continued anyway. “– and what if we get shut down before we’ve even started?”

“Leo,” Max tried again.  
“We’ll have to refund everyone on the list, and we won’t be able to pay the actors –” he fretted.

“Leo.”

“– or Franz, and you remember the last time Franz got angry?”

“Leo!”

Leo finally seemed to realize that Max was saying his name. “What, Max?”

Max mimed zipping his lips closed.

“Oh.” Leo nodded and didn’t say anything else. Every so often he would forget Max’s dislike for conversation while fooling around and go on a talking jag. Max had expected Leo to be a quiet person at the beginning of their partnership, but when he was comfortable, wow, could the boy talk.

Max took the silence as an opportunity to think about what Leo had said. Distracted… He could try something that would be difficult to get distracted from. He’d never done it before, but he’d had it done to him. And it wasn’t as if he really, really wanted to do it. Mostly he wanted to go to sleep, sooner rather than later. He sighed. “Don’t go expecting this all the time, now,” he said in a cautionary tone.

“Expecting wha–” Max dipped his head down, and Leo faltered. “Oh, holy moly,” he breathed.

Max had an absurd urge to laugh. He’d bet the production rights to ‘Prisoners of Love’ that he wasn’t the only one who’d never done this before. And, he decided, it was definitely the strangest (and come to think of it, queerest) thing he’d ever experienced. That wasn’t a surprise. What surprised him was that it wasn’t… necessarily… bad. The wave of shame that followed that conclusion was his cue to stop thinking immediately.

It was over pretty quickly, and Max was relieved, if only to get those tricky thoughts out of his head. Leo smiled at him sheepishly, and he looked away.

“Max?” Max wasn’t expecting Leo’s voice a few beats later, and he certainly wasn’t expecting it to sound so solemn. “What are we doing?”

Max experimented with closing his eyes and seeing if it would make him disappear. It didn’t. Plan B: make a crass joke. “Didn’t no one ever teach you that word?”

Leo sighed sharply. “I wish that just for once, you would listen to me and talk to me and _take me seriously_!”

Max could tell that it was one of the few times that he was actually angry. “Hey, I’m sorry, okay? I will, really.”

“Well, then?” Leo challenged, still irritated.

Max was quiet for a spell, trying to get his thoughts in order. “The way I see it,” he said at last, “this is a temporary arrangement, just while we’re stuck in here.”

“Temporary?” There was another of Leo’s rare emotions: sulky. Though he didn’t do it often, Leo pulled off gloom-and-doom better than anyone else Max knew. It annoyed Max, mostly because it always made him feel so guilty.

“Well, yeah! I don’t know about you, but I’m not like that,” he said forcefully. “And… even if I maybe was – I’m not saying I am – but even if I was…” He sighed, at a loss. “Leo, we can’t. We’re business partners.”

“I thought we were friends, too.”

“We are! You know we are.” Leo just looked at him with those big, blue, mournful eyes. Max’s insides continued to squirm with guilt. “Oh, come on, Leo, don’t look at me like that. I’m not trying to be an ass for once, okay? I just –”

Out of nowhere, Leo gave an unhappy little sigh and interrupted him with a kiss. Alarm bells went off in Max’s head. They’d seen each other’s junk countless times, but that was nothing compared to a kiss. A kiss was intimate, romantic, and something that had never happened before. The worst part was that Max loved every second of it.

He took a moment before he said anything so his voice wouldn’t shake. “I just think this goes a little bit beyond friendship. I mean, friends and partners, sure. But this? We can’t, Leo,” he insisted.

“I guess,” Leo said, still sounding sad.

Max shook off that lingering guilt. He wasn’t being cruel, he was being honest. “Now get the hell out of my bed before a guard sees you.”

\- - - - -

“Alright, you animals, from the top!” Max shouted.

“Prisoners of love, blue skies above…” the actors sang, practicing their synchronized kicks. Franz was happily banging on the piano keys in time with them, and Max could overhear Leo just a few folding chairs away talking to the two muscle-bound men they’d hired to guard the recreation room door on show nights.

“Okay, Frank: you’ll be on duty every Saturday night. Sam, Sunday night. On each of your off nights you’ll have one free admission to the show.”

“Can we give it to someone else?” One of them – Max thought it was Frank – asked.

“Absolutely,” Leo responded. “But to be safe, I’d recommend you escort them to the door. Just so no one can claim your seat without your permission. Any other questions? Excellent! Thank you both so much. I’m sure it’ll be a pleasure to work with you.”

Just as the guys finished the first verse, a guard approached at a jog, waving piece of paper in the air – incidentally, he was one of the four guards they’d had to bribe with free seats not to shut down their operation. “Hey, Bialystock, Bloom, Liebkind!” he panted. “Good news! This just came from the governor.” He held up the paper and read, “‘Gentlemen, you are hereby granted a full pardon for having, through song and dance, brought joy and laughter into the hearts of every murderer, rapist, and sex maniac in Sing Sing’. You're free!”

Everyone echoed him at the same time, and then dissolved into excited chatter.

“Next stop, Prisoners of Love on Broadway!” Max crowed, affectionately pulling Leo in by the shoulder.

“But what about opening night on Saturday?” Leo said to him.

“Why would we want to open in a lousy prison when we can open at Shubert Theatre?” Max demanded, exasperated. “Write that down, by the way – ‘Shubert Theatre’. I think it’ll be a good fit, if we can get ahold of it.” He started towards the piano to talk to Franz about it.

“But, Max, listen to me!”  Max stopped and looked at Leo, mostly to humor him. “What about all the guys who bought tickets?”

Now Max was really listening. “I hadn’t thought of that.” Leo nodded grimly. “Here’s an idea,” Max said slowly. “We ask all of them if they want to become backers for 10% interest. We’ll need the funds to get running on Broadway.” He smiled, satisfied, and kept walking.

Leo was right on his heels. “Okay, but what about the actors?”

“What about them?” he said dismissively.

“They were going to get paid, weren’t they?”

“Yeah, for putting on the show,” Max scoffed. "They haven’t put on a damn thing.”

“I’m just worried that they might feel cheated if we just up and leave,” Leo said in a low tone, glancing around to make sure none of the guys were near.

“Why would they feel like that?”

Leo ran a hand through his hair nervously. “Remember when we were spreading the news about ‘Prisoners’? Well, I might have predicted fame, fans, and fortune for the actors involved.”

Max gaped at him. “Leo, how could you?”

“I know, I know!” Leo lamented.

“This should be a lesson for you: never make promises,” Max lectured. “Never. Got it?”

“Got it.”

“Good. Now try to think of something to fix this. I really don’t want ten felons on my back.”

Max finally made it over to the piano to talk to Franz, while Leo hovered behind him, muttering to himself and thinking furiously. “I’ve got it!” he burst out about five minutes into an argument over playbill designs. Franz and Max both stared at him. “The perfect way to make sure the actors get payment and recognition. And it’ll even increase our profits.”

“What is it?” Max asked.

“Original cast album. Once our new backers sign off the funds, we can scramble to get the things we need to record all the songs and put out the album once the show goes public. We can have the actors’ names and contact information listed, to encourage people to send their appreciation. They’ll each get one percent, and then the other ninety is split between you, me, and Franz, just like we planned for the ticket profits,” he said proudly.

“I changed my mind,” Max said, smiling. “Make as many promises as you want if they lead to great ideas like this.”

\- - - - -

“Well, here we are,” Leo said.

“Here we are,” Max agreed. He looked around, feeling like a stranger in his own apartment. They’d done less than a year in prison, but the place smelled stuffy and unfamiliar, and most every surface was coated in dust. It was really all because of Leo that he still had the apartment. When Max’s landlord had called him up at Sing Sing, Leo made a subsequent call to Ulla, and after about ten minutes of unbearably sickening cutesy talk between the two, he pleaded for Ulla to pay the rent for Max until they got out. Max had been ready to let the place go, but Leo insisted that he couldn’t give up an apartment right across the street from Sardi’s Restaurant.

Ulla was touring with her latest show, and on the ferry back into New York Leo had realized that he didn’t even have his wife’s address, much less a key to get in. So they had gone to Max’s. They’d been together almost constantly for the past five months, and Max didn’t mind a little while longer while Leo ironed out the details with Ulla.

It occurred to Max that they’d been standing in the doorway of the apartment in silence for several long minutes now. He glanced sideways at Leo, hesitated, and then kissed him full on the mouth, steering him further into the room and shutting the door with his foot.

They stumbled blindly towards the couch, Max shoving Leo’s jacket off his shoulders and Leo loosening Max’s tie. They didn’t sit down as much as they collapsed, already breathless and continuing to shed clothing.

Leo pulled back briefly, Max’s discarded tie in his hand and a small smile twitching at the corner of his mouth. “Temporary, huh?”

“Shut up,” Max said, and pushed him down onto the couch.

**Notes for the Chapter:**

> I think it can be considered an undisputed fact that Max Bialystock Loves Complaining. Also, re: Leo’s sulking prowess, see “Gene Wilder saying ‘That’s cheating’”. Ultimate pout!!  
> Yes, I know, Max’s place is technically his office and not his apartment. But technically, he appeared to be living in it after Funny Boy flopped, and it has a fantastic aesthetic that I’m really attached to, so now it’s his office AND apartment. Just stretch your imagination a little and all of a sudden, poof! There’s a kitchen and bedroom through some doorways that you didn’t notice.  
> Ulla will make an appearance next chapter! (And complicate things just a little, of course)


	6. Chapter 6

**Summary for the Chapter:**

> Ulla's back, Leo's confused, and Max is just a little bit jealous.

Leo opened the door, and felt as if he’d been body slammed by a heavyweight champion wrestler. “My darling Leo!” Ulla cried ecstatically, holding him close to her chest.

“My lovely Ulla!” Leo replied once he’d gotten his breath back, just as excited and hugging her just as tightly. “I missed you, sweetheart!”

“I miss you too!”

“ _Missed_ , Ulla,” he corrected gently, pulling back to look her in the eye. Past tense was something they’d been working on over the phone occasionally; Ulla knew how to use it in theory, but often forgot to. “Because you don’t miss me anymore, right?” He beamed. “I’m here!”

“Missed,” Ulla repeated, mulling the word over. Then she brightened as she concluded, “Mist, like fog!”

“Not quite, but – Oh!” Leo was interrupted by Ulla’s lips pressed firmly against his. After a moment he ducked away, reddening. The action had reminded him of what he had to say. He coughed awkwardly. “Um, Ulla. Maybe we should sit down and –”

“Love on the couch?” Ulla suggested.

“No!” Leo said hurriedly. “No, I mean sit down and _talk_ on the couch.” He could already feel his brows knitting together with worry, and knew he would end up with a headache from the strain by the end of this.

Ulla frowned at him. “What is wrong?”

“Nothing!” Leo insisted. “It’s just that –”

She took his diminishment as genuine and pulled him down onto the couch. “Then we can make love!”

“No, there is something!” Leo pulled his knees up and scooted away until his back hit the arm of the couch. “There is,” he insisted. “It’s just hard for me to say.” His hand crept to his pocket; he had a need to hold onto something.

Ulla stopped him with her own hand. “You must not worry, my Leo,” she said solemnly. “I love you and I listen.” She squeezed his hand tenderly.

Leo offered her a faint smile, still nervous but less so. How was it that this wonderful woman always knew what to say to comfort him? “Thank you, dear. Ulla…” He took a deep breath. Still, this was going to be very difficult. “Do you remember why we got married?”

“Because you are a – what say the judge? Oh! A schmuck!”

Leo flushed. “Yes, that. The thing is, I’ve been wondering if that might have been a mistake.” He felt obligated to explain himself, and so went on, “I mean, I only really married you because I was scared, and I thought maybe we could sort of build a new life, and also because of…”

“Schmuck,” Ulla provided helpfully.

“Yes. But what if it would have been better for our relationship to wait? To slow down, to… back things up a little bit?”

Ulla seemed to sense that Leo could talk his way around what he was trying to say without actually saying it for hours, so she simply asked, “What do you want, Leo?”

Leo blurted it out before he could lose his nerve. “I-I want to get a divorce.”

Ulla was silent for a long while. Her eyes were downcast, trained on their still-joined hands. Leo didn’t have the guts to pull his away. He held his breath, waiting for the worst. At last, she said quietly, “Divorce is undoing married. Yes?”

Leo’s stomach squirmed. He felt like a monster. “Yes.”

“So, no more making love?” She finally looked up, and Leo was so relieved he could have cried; he could see in her eyes and in the smile twitching at the corner of her mouth that she was teasing him a little.

“No. To tell you the truth, Ulla, I’m not sure I liked it much. Not because of you, no!” he said quickly. “I think it’s just something about me.”

Ulla nodded. “Oh... I understand.”

Leo blinked. “You do?” How was that, when he didn’t understand it himself?

“Yes. You love your Max.”

“Wha – How did you –” Leo spluttered. He didn’t know if she meant ‘love’ or ‘ _make_ love’, but either way she was right – and there was no way she could doubt it now, based on his reaction.

She smiled at him indulgently. “Leo, how do you like a divorce with me, and kisses with me, and love with your Max?”

Leo stopped fretting completely and just smiled, feeling like the luckiest fool on the planet. “Yes, that sounds perfect! Oh, Ulla, I’m so glad you’re not mad! And I’ll still have love with you too, alright?” he told her as she gathered him into another hug. “Just a different kind of love.”

The door banged open and Max walked in, starting a conversation without any preamble or greeting, as was his habit. “Hey, Leo, I ran into Roger and he gave me scenic design notes –” He stopped on the steps, looking bowled over. “Ulla! I forgot you were coming back today!” He started to smile, but it didn’t quite meet his eyes as they flicked across the scene, Leo still nestled in Ulla’s arms. Was it just Leo’s imagination or did he seem… disappointed?

Ulla noticed nothing, sweeping up from the couch to hug Max instead. “Mr. Bialystock! I fog you!”

“You _what_ me?”

Leo laughed a little. “Mist. She means mist.”

“Mist?” He could see Max’s cogs turning, trying to work out the translation error. It clicked. “Oh, missed! I missed you too, Ulla.” And still, that big fake beam that he always wore when doing business, a performance in its own right.

“Mr. Bialystock, there is great news with me and Leo!” Ulla announced. “We get a divorce!”

No, Leo couldn’t have imagined the disappointment – because now it was gone in a flash, replaced by real happiness.

\- - - - -

“Next, please!” Carmen called in a brisk tone. He and Roger were, once again, commandeering auditions while Leo and Max sat in the house taking notes.

“Ulla was thinking of auditioning for this role, but she doesn’t have any ballet experience,” Leo commented idly as they watched another hopeful singing for the female lead. “She’s coming in next week when we cast for the chorus.”

Max groaned a little under his breath. “Can we please not talk about Ulla?” he said in a pained voice.

Leo looked over at him, frowning. It wasn’t the first time Max had seemed annoyed with him lately, and he thought he knew why. He looked back to the stage, not daring to risk eye contact as he said his next words. “Max… Does it bother you that I’m still seeing Ulla?” he asked tentatively.

Max responded with an indignant squawk, attracting Carmen’s severe gaze. He gave an apologetic little wave and dropped his voice to a hiss. “What? No!”

Leo sighed and met his eyes again. “Max,” he urged.

“Okay, yeah, maybe a little, but it doesn’t matter. It’s not like we’re married or anything,” he grumbled, sinking low in his seat and watching the singing girl without really seeing her.

Leo felt immensely guilty. If he was being honest with himself, he’d felt that way ever since Ulla came back. He cleared his throat. “We went back to just hugs and kisses, if that makes you feel any better. Something about what we had before… just didn’t feel right.”

“Too straight for you?” Max said dryly.

Leo smiled sheepishly, relieved that Max was acting more like himself. “I guess that’s one way to put it.”

“That did make me feel better,” Max admitted after a pause. “And who knows? Maybe someday I’ll have to resort to whoring myself out to rich old ladies again.”

“I don’t mind, as long as you shower after.”

Max’s eyes widened in an expression somewhere between disgust and delight. “Oh, you’re awful!” he crowed, hitting Leo’s shoulder and collapsing with raucous laughter. Leo, also laughing, retaliated by poking and shoving him. Max seemed to get his breath back after his big bout of laughter and very suddenly lunged forward, catching Leo in a headlock. They were both still in hysterics when they realized that the theater was silent and everyone – including Roger, Carmen, and the next auditioning girl – was staring at them reproachfully.

“Sorry!” Leo called, Max’s arm still firmly around his neck.

“Continue!” Max added. Auditions proceeded, and he let go of Leo. They sat there dissolving into giggles for several minutes. Leo was glad that everything had been ironed out. However, he was not at all expecting Max to sigh when they’d gotten ahold of themselves and say, “Leo, why don’t you give Ulla a call? We don’t even know if Roger wants to keep the ballet.”

Leo’s face lit up and he nearly kissed Max, but remembered himself at the last moment and ended up clapping his shoulder instead. Max gave him an unimpressed look, like he knew exactly what Leo had been leaning forward for, and waved him off. Leo turned and rushed down the aisle, grinning like a sap.

He really was the luckiest fool on the planet.

**Notes for the Chapter:**

> Hoo boy, what a chapter! Not only was it hard to write to begin with (mostly because of trying to identify a fixed English skill level for Ulla - she's all over the place in the show) but then I lost the entire chapter and had to find the emotional strength to rewrite it! I know it came out slightly different but honestly, it came out better. One of the things I've learned in the past few years is that rewriting is always excruciating but always worth it. So actually I'm pretty happy with this chapter and I'm glad this fic is back on track!  
> (PS: Leo is hecka biromantic)


	7. Chapter 7

**Summary for the Chapter:**

> Leo and Max have lots of differences. One is that Leo is something of an idealist, and Max only has memories of seeing things that way.

Max yawned so wide that his jaw cracked. He wasn’t exactly at his peak in the mornings, but Leo had said before that he liked the quiet. Max guessed it was probably a nice break from the usual manic energy he possessed. He stared into the depths of his mug of coffee, and almost missed Leo’s words when he spoke from the other side of the breakfast table.

“Some show called ‘Bye Bye Birdie’ is opening at the Martin Beck Theatre next week,” Leo said in a carefully casual tone that would have been an automatic warning sign had Max been fully caffeinated.

As it was, he just said vaguely, “That so?”

“Mm-hm. What do you think, mezzanine or orchestra?”

The words jumped out at Max as strange and he looked up. “What?”

“When I call about the tickets,” Leo said, as if it was something he did every day. “Do you want to sit mezzanine or orchestra?”

Max set down his coffee, suddenly alert. “Wait, hold on. Why would we see ‘Bye Bye Birdie’?”

“Well, we’re producers. Surely we should go to other shows,” Leo leaned forward earnestly, “even if only as a point of reference.”

“No point in going when we can just read the reviews,” Max told him. He drank some more coffee and lifted his head again to find Leo staring at him like he’d suggested they pay rent with chocolate coins.

“Max,” he started slowly, clearly appalled, “reading a review is absolutely not the same as walking into the theater, getting a playbill, hearing the overture, watching the curtain go up, and being transported into the middle of someone’s artistic vision!” Max rolled his eyes. If there was one thing he was thoroughly sick of at this point in his life, it was exactly that. “Besides, how can you not like seeing shows?”

“Well, for one thing, they’re an enormous pain in the ass –” Max said, but before he could elaborate Leo huffed impatiently, slammed both hands on the table, and declared,

“I will pay for the tickets _and_ dinner at a restaurant of your choice if you’ll see ‘Bye Bye Birdie’ with me.”

He looked so determined – and underneath that, so hopeful – that Max couldn’t say no. He sighed heavily and drained the rest of his cup. “Okay, okay, fine. But don’t expect me to enjoy it.”

Leo beamed at him and got up to get more coffee.

\- - - - -

“God, Leo, keep your shirt on.”

Leo had been in a remarkably good mood all evening. He’d been energetic (and just a little impatient) while they were getting ready to leave, more talkative than usual all through dinner, and now, as they slowly moved with the throng into the house, he was craning his neck to see how close they were to the door and grinning like a loon.

“Oh, Max, I love this moment so much!” he exclaimed, taking no notice of Max’s words. “The excitement! The anticipation!” They reached the door and the usher, and his face lit up. “The playbill!” He took the offered program and said with great enthusiasm, “Thank you so much! Have a fantastic night!”

“I _said_ keep your shirt on!” Max repeated, dragging a hand across his face.   

Leo sighed happily. “I’m sorry, Max,” – though he didn’t sound sorry at all – “but how can you be here and not feel the magic?”

“Well, I’ve done it at least five hundred times before. Plus, I know how the sausage is made,” he scoffed, “and it sure it sure as hell ain’t magical.”

Leo just shook his head and said resolutely, “Yes it is, you cynic.”

“Look who it is!” came an airy voice. They both turned, and Max spotted Roger and Carmen edging through the crowd. “Max Bialystock! What brings you to a theater that isn’t the Shubert?” Roger asked, raising an eyebrow.

“This madman.” Max pointed a thumb over his shoulder at Leo, who had him by the arm and was slowly but insistently tugging him along.

“I had to buy the tickets _and_ dinner to convince him to come,” Leo told them as they all shuffled forward.

“Dinner? Hm. Did we enjoy ourselves?” Max personally thought that Roger was calculating something in his mind as he said that, but Leo noticed nothing.

“Oh, yes, thank you,” he said cheerfully. “But we better get to our seats.” They’d reached the aisle, and the staircase to the upper level. “Are you in orchestra?”

“Mezzanine.”

“This is where we split up, then. Great seeing you two!” And once they were out of sight, he started to really drag Max. “Come on, Max!”

In their aisle seats Max watched as Leo hummed a vague tune and thumbed through his playbill like it was the most delightful reading material one could possibly possess. “Why do you love this so much?” he asked, mystified.

To his surprise, Leo actually looked up from the program, although his eyes were on the grand drape rather than on Max. He contemplated it and then answered, “I already said. It’s just magic. You could be the unhappiest guy in New York, but as soon as the lights go down and that overture starts, nothing else matters.” He had a faraway smile on his face, and though he seemed calmer than he had all evening, his tone was ardent. “You get to visit this whole other world where people sing their feelings and one-liners are always funny and everything goes right in the end. You know, before I met you I would always be saving up to see a show,” he told Max. “For months I would wait and then finally I would have enough for a ticket. Never up here, no,” he said with a laugh, “I could only afford to sit in the back. A mile away from the stage, and it would all be over within a couple hours, and I would have to go back to my ordinary life, going to the same awful job day after day after day. But still,” he mused, looking at the stage again, “it was always worth it.”

Somehow, Max was more baffled than ever. He stared at Leo, astonished. “I don’t see how. God, Leo, you do realize that’s incredibly depressing, don’t you?”

“I guess, if you look at it one way. But if you look at it another way, it’s really just magic.” The lights started to dim and there was a collective hush. “Oh, it’s starting! Max?” Leo turned to him, eyes glowing. “Please try to enjoy yourself.”

As soon as the orchestra stirred, his attention was rapt, but Max studied him for a moment longer. “I will, Leo,” he said quietly, and was amazed to find that he really meant it.

\- - - - -

“Oh, that was amazing!” Leo said for about the hundredth time as they entered the apartment and Max flicked on the lights. “Admit it; you don’t get that from reviews.”

Max hung up his hat and then took Leo’s for him, sighing in defeat. “No, you don’t. It was pretty great, wasn’t it?”

Leo nodded, still starry-eyed. “Thank you so much for coming with me, Max.”

Max collapsed onto the couch and yawned. “You all but forced me to.”

“Still, thank you.”

“Anytime, Leo.”

Leo joined him on the couch and hummed thoughtfully. “Anytime, huh? Want to see ‘Camelot’ in two weeks?”

Max looked over at him. The sly smile didn’t fool him, and he knew that Leo really did want to go. “You’re going to be the death of me,” he lamented halfheartedly. “Yeah, sure.” Leo beamed, and Max busied himself undoing his bowtie.

“Max?” Leo’s tone had suddenly shifted to something much more subdued. Max glanced at him. He looked nervous. “I – I know I haven’t brought anything like this up for a long while, but…” He sighed. “I’m sorry, I have to ask. I have to know.”

“What?” Max asked, although there was only one thing he could think of that Leo might be talking about.

“What am I to you?”

Max was seconds away from trying one of his usual diversionary tactics when something gave him pause. Maybe it was the romantic bits from the show still bouncing around in his head, or the lack of any actual low points in the evening, or – hell – the weather, but something lodged itself in his cognitive pathways, brought everything to a halt, and cried, ‘ _What am I doing?_ ’. He realized that he’d never been happier, that he’d never seen Leo happier, and that the last thing he wanted to do was ruin it. He realized that however scared he might be had little value compared to any of that, and that for once he knew exactly what he wanted from this situation, and that Leo was still watching him and waiting fearfully. Max let out a long exhale. “Leo, we share an apartment – nay, a bed,” he said. “You make me breakfast and I buy you lunch. We just went to dinner and a show together. We’re together almost every minute,” he hesitated, and made a somewhat embarrassing confession, “and when we’re not I usually think about you. Not to mention the… you know…”

Leo got the word out first. “Sex.”

“Yeah, that. So based on all that, what do you think you are to me?” Half of the question was sarcastic, the other half genuine – it wouldn’t hurt to make sure they really were on the same page.

“Well…” Leo started to tick the items off on his fingers, “a business partner, of course… a friend –”

“ _Best_ friend,” Max corrected adamantly.

“And maybe…” Leo continued, tentative, “a non-business partner?”

Max met his eyes, and knew at once that it was true, and that all that had been missing was the title. “Sounds about right.”

**Notes for the Chapter:**

> Full disclosure, this chapter was entirely inspired by "There's Nothing Like a Show on Broadway". And... I have a little bit of bad news. I've had the next chapter almost totally written since I started this fic, and it's from Max's POV. It's not ideal, and I hate breaking my own format rules but it looks like there's really no way around it. I'm gonna try to make myself feel better by saying that even without Leo's POV this was a kind of Leo-heavy chapter. So what we're looking at is double Max and then the last chapter will be Leo (that's right - last chapter).

**Author's Note:**

> Imagine Nathan Lane. Okay, now imagine Gene Wilder but a little more weedy and disheveled. That’s what I’m going for here. Next chapter will be from Leo’s perspective. Then Max’s, then Leo’s, and so on. Additionally, the promised romance and showbiz shenanigans will pick up a lot more next chapter!


End file.
